S-8

As filed with the Securities and Exchange Commission on April 19, 2024

Registration Statement No.  333−

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Ontrak, Inc.

(Exact name of registrant as specified in its charter)

Delaware	88-0464853
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

333 S. E. 2nd Avenue, Suite 2000 Miami, Florida	33131
(Address of Principal Executive Offices)	(Zip Code)

Ontrak, Inc. 2017 Stock Incentive Plan

(Full title of the plan)

Brandon H. LaVerne
Chief Executive Officer
c/o Ontrak, Inc.
333 S. E. 2nd Avenue, Suite 2000
Miami, Florida 33131

(Name and address of agent for service)

(310) 444-4300

(Telephone number, including area code, of agent for service)

With a copy to:
John Tishler, Esq.

Edwin Astudillo, Esq.

Sheppard, Mullin, Richter & Hampton LLP

12275 El Camino Real, Suite 100

San Diego, California 92130

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Act. ☐

This Registration Statement will become effective upon filing in accordance with Rule 462(a) under the Securities Act.

PART I

STATEMENT OF INCORPORATION BY REFERENCE

Ontrak, Inc. (the “Company”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) for the purpose of registering additional shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), under the Company’s 2017 Stock Incentive Plan (the “2017 Plan”). The number of shares of Common Stock available for issuance under the 2017 Plan shall be increased on the first day of each fiscal year of the Company during the period beginning in fiscal year 2018 and ending on the second day of fiscal year 2027 by an amount equal to the lesser of (a) 1,658,654 shares of Common Stock or the equivalent of such number of shares of Common Stock after the administrator of the 2017 Plan, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance the 2017 Plan; (b) 3.0% of the number of outstanding shares of Common Stock on that date; and (c) an amount determined by theCompany’s boardof directors(the “Evergreen Provision”). This Registration Statement registers an aggregate of 1,154,009 additional shares of Common Stock available for issuance under the 2017 Plan as a result of an increase under the Evergreen Provision.

This Registration Statement relates to securities of the same class as those to which prior effective registration statements on Form S-8 (File Nos. 333-222276, 333-229717, 333-251965, 333-261976, 333-267316, and 333-269341) relate (the “Existing S-8s”), and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Existing S-8s, except as otherwise set forth in this Registration Statement, are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits. 

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of Ontrak, Inc., incorporated by reference to Appendix A to Registrant’s Definitive Schedule 14C filed with the Securities and Exchange Commission on October 4, 2019.
3.2	Certificate of Amendment of the Certificate of Incorporation of Ontrak, Inc., incorporated by reference to Exhibit 3.1 of Registrant’s current report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2020.
3.3	Certificate of Designations regarding Registrant’s 9.50% Series A Cumulative Perpetual Preferred Stock, incorporated by reference to Exhibit 3.1 of the Registrant’s current report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2020.
3.4	Amendment No. 1 to Certificate of Designations regarding the Registrants 9.50% Series A Cumulative Perpetual Preferred Stock, incorporated by reference to Exhibit 3.1 of the Registrant’s current report on Form 8-K filed with the Securities and Exchange Commission on October 16, 2020.
3.5	Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Ontrak, Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s current report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2023.
3.6	Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Ontrak, Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s current report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2023.
3.7	Amended and Restated Bylaws of Ontrak, Inc., effective August 4, 2023 (incorporated herein by reference to Exhibit 3.1 of the Company's Form 8-K filed with the SEC on August 4, 2023).
5.1*	Opinion of Sheppard, Mullin, Richter & Hamilton LLP.
23.1*	Consent of Sheppard, Mullin, Richter & Hamilton LLP (included in Exhibit 5.1).
23.2*	Consent of EisnerAmper LLP.
24.1*	Power of Attorney (included on signature pages).
99.1	Ontrak, Inc, 2017 Stock Incentive Plan, incorporated by reference to Exhibit B of Catasys, Inc.’s Preliminary Information Statement on Schedule 14C filed with the SEC on February 28, 2017.
107.1*	Calculation of Filing Fee Table.

__________

* Filed herewith.

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on this 19th day of April, 2024.

Ontrak, Inc.

By:    /s/ Brandon H. LaVerne        
Name:    Brandon H. LaVerne
Title:    Chief Executive Officer                         

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Brandon H. LaVerne and James J. Park his or her true and lawful attorney-in-fact and agent, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Brandon H. LaVerne	Chief Executive Officer	April 19, 2024
Brandon H. LaVerne	(Principal Executive Officer)
/s/ James J. Park	Chief Financial Officer	April 19, 2024
James J. Park	(Principal Financial and Accounting Officer)
/s/ Michael Sherman	Chairman of the Board of Directors	April 19, 2024
Michael Sherman
/s/ Richard A. Berman	Director	April 19, 2024
Richard A. Berman
/s/ James M. Messina	Director	April 19, 2024
James M. Messina

3

EX-FILING FEES

EXHIBIT 107.1

Calculation of Filing Fee Table

Form S-8

(Form Type)

Ontrak, Inc.

(Exact Name of Registrant as Specified in its Charter)

Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit(2)	Maximum Aggregate Offering Price(2)	Fee Rate	Amount of Registration Fee
Equity	Common Stock, par value $0.0001 per share	Other	710,166	$0.3900 (3)	$276,964.74	0.0001476	$40.88
Equity	Common Stock, par value $0.0001 per share	Other	443,843	$0.3134 (4)	$139,100.40	0.0001476	$20.53
Total Offering Amount					$416,065.14		$61.41
Total Fee Offsets							----
Net Fee Due							$61.41

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares that may be offered or issued pursuant to the Ontrak, Inc. 2017 Stock Incentive Plan, as amended (the “Plan”), as a result of stock splits, stock dividends or similar transactions. The shares being registered consist of (a) 710,166 shares (the “Shares Subject to Outstanding Options”) subject to outstanding options granted under the Plan and (b) 443,843 shares reserved for future grant or issuance under the Plan (the "Reserved Shares").

(2) Estimated solely for the purpose of calculating the registration fee which was computed in accordance with Rule 457(c) and Rule 457(h)(1) under the Securities Act.

(3) The proposed maximum offering price per share for the Shares Subject to Outstanding Options is based upon the weighted-average exercise price of the outstanding options.

(4) The proposed maximum offering price per share for the Reserved Shares are based on the average of the high and the low prices per share of the registrant’s common stock as reported on The Nasdaq Capital Market as of a date within five business days prior to the filing of this Registration Statement.

EX-5.1

	EXHIBIT 5.1
	Sheppard, Mullin, Richter & Hampton LLP 12275 El Camino Real, Suite 100 San Diego, CA 92130 www.sheppardmullin.com

April 19, 2024

VIA E-MAIL

Ontrak, Inc.

333 S. E. 2nd Avenue, Suite 2000

Miami, FL 33131

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the filing by Ontrak, Inc., a Delaware corporation (the “Company”), of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission, covering 1,154,009 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), reserved for future issuance under the Ontrak, Inc. 2017 Stock Incentive Plan (the “Plan”).

This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

In connection with this opinion, we have reviewed and relied upon the Registration Statement, the Company’s Amended and Restated Certificate of Incorporation as in effect on the date hereof, including the Certificate of Designation of Rights and Preferences for the 9.50% Series A Cumulative Preferred Stock, as amended (the “Certificate of Incorporation”), the Company’s Amended and Restated Bylaws as in effect on the date hereof (the “Bylaws” and together with the Certificate of Incorporation, the “Charter Documents”), the proceedings taken by the Company with respect to the authorization and adoption of the Plan, resolutions adopted by the board of directors of the Company, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. With respect to the foregoing documents, we have assumed (a) the genuineness of all signatures, (b) the authenticity of all documents submitted to us as originals and (c) the conformity to original of all documents submitted to us as certified or reproduced copies. We have also assumed that the Shares will be uncertificated in accordance with Section 158 of the Delaware General Corporation Law, and the transfer agent therefor will register the purchaser thereof as the registered owner of any uncertificated Shares on its stock transfer books and records. We have further assumed that (a) shares of the Common Stock reserved for issuance under the Plan on the date hereof will remain available for the issuance of the Shares, and (b) neither the Charter Documents nor any of the proceedings relating to either the Plan or any of the award agreements relating to the Shares will be rescinded, amended or otherwise modified prior to the issuance of the Shares. We have also obtained from public officials and officers of the Company certificates or comparable documents as to certain factual matters and, insofar as this opinion is based on matters of fact, we have relied on such certificates and comparable documents without independent investigation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that if, as and when the Shares are issued and sold by the Company in accordance with the terms of the award agreements provided for under the Plan, and payment in full of the consideration therefor is received by the Company, the Shares will be validly issued, fully paid and nonassessable.

We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

The foregoing opinion is limited to matters governed by the Delaware General Corporation Law, including the applicable provisions of the Delaware constitution.

	EXHIBIT 5.1
	Sheppard, Mullin, Richter & Hampton LLP 12275 El Camino Real, Suite 100 San Diego, CA 92130 www.sheppardmullin.com

This opinion letter is rendered as of the date first written above, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares, the Plan, the award agreements related to the Shares or the Registration Statement.

Respectfully,

/s/ Sheppard, Mullin, Richter & Hampton LLP

SHEPPARD, MULLIN, RICHTER & HAMPTON LLP

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of Ontrak, Inc. on Form S-8 to be filed on or about April 19, 2024 of our report dated April 16, 2024, on our audits of the financial statements as of December 31, 2023 and 2022 and for each of the years then ended, which report was included in the Annual Report on Form 10-Kfiled April 16, 2024.

/s/ EisnerAmper LLP

EISNERAMPER LLP

Philadelphia, Pennsylvania

April 19, 2024